Mgi Pharma Inc - Written communication relating to an issuer or third party (SC TO-C)
December 12 2007 - 4:50PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR
SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
MGI
PHARMA, INC.
(Name of Subject Company
(Issuer))
JAGUAR
ACQUISITION CORP.
a
wholly owned subsidiary of
EISAI
CORPORATION OF NORTH AMERICA
a
wholly owned subsidiary of
EISAI
CO., LTD.
(Name of Filing Persons
(Offeror))
Common
Stock, Par Value $0.01 per share,
and associated preferred stock
purchase rights
(Title of Class of
Securities)
552880-10-6
(CUSIP Number of Class of
Securities)
Douglas Snyder, Esq.
Jaguar Acquisition Corp.
100 Tice Boulevard
Woodcliff Lake, NJ 07677
(201) 746-02305
(Name, address and
telephone number of person authorized
to receive notices and
communications on behalf of filing persons)
with
copies to:
George J. Sampas, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4945
CALCULATION OF FILING FEE
|
Transaction
Valuation
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Amount
of Filing Fee
|
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Not Applicable*
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Not Applicable*
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*
A filing fee is not required in
connection with this filing as it relates solely to preliminary communications
made before the commencement of a tender offer.
o
Check the box if any part of the fee is
offset as provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid.
Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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N/A
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Form or Registration No.:
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N/A
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Filing Party:
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N/A
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Date Filed:
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N/A
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x
Check the box if the filing relates
solely to preliminary communications made before the commencement of a tender
offer.
Check the appropriate
boxes below to designate any transactions to which the statement relates:
x
third-party tender offer subject to Rule 14d-1.
o
issuer tender offer subject to Rule 13e-4.
o
going-private transaction subject to Rule 13e-3.
o
amendment to Schedule 13D under Rule 13d-2.
Check the following box
if the filing is a final amendment reporting the results of the tender offer:
o
THE FOLLOWING MATERIAL WAS MADE AVAILABLE ON EISAI CO., LTD.’S WEBISTE
ON DECEMBER 12, 2007.
Important Additional information Will be Filed
with the Securities and Exchange Commission (“SEC”)
The
tender offer by Jaguar Acquisition Corp., an indirect wholly-owned subsidiary
of Eisai Co., Ltd., for all issued and outstanding shares of MGI
PHARMA, Inc.’s common stock has not yet commenced, and this filing is
neither an offer to purchase nor a solicitation of an offer to sell shares of
MGI PHARMA, Inc.’s common stock.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER
STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER
OFFER WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The tender offer statement
will be filed by Jaguar Acquisition Corp. with the SEC, and the
solicitation/recommendation statement will be filed by MGI PHARMA, Inc. with
the SEC. Investors and security holders
may obtain a free copy of these statements (when available) and other documents
filed by Jaguar Acquisition Corp. or MGI PHARMA, Inc. with the SEC at the
website maintained by the SEC at www.sec.gov.
The tender offer statement and related materials,
solicitation/recommendation statement, and such other documents may be obtained
for free by directing such requests to Georgeson, Inc., the information
agent for the tender offer, at 1-212-440-9800 for banks and brokers or
1-888-605-7543 for all others.
Reference Data
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1. MGI PHARMA’s Operating Results
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(In US$ millions)
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Year Ended
December 31
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Revenues
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R&D Expenses
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Gain (loss) on Operations
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Net gain (loss)
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2004
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195.7
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62.6
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(84.7)
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(85.7)
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2005
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279.4
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70.9
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(134.8)
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(132.4)
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2006
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342.8
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100.1
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(31.2)
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(40.2)
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2007 3Q
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288.8
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56.9
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14.5
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13.7
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2. MGI PHARMA’s Core Products Profile
(1)
Aloxi
®
(injection)
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Generic name:
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palonosetron hydrochloride
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MOA & characteristics:
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Serotonin subtype 3(5-HT3) receptor antagonist
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Indication:
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Chemotherapy-induced nausea and vomiting (CINV)
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Features:
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Only 5HT
3
receptor antagonist approved for prevention of
both acute and delayed chemotherapy-induced nausea and vomiting
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US Launch:
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2003
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Sales for 2006:
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US$251 million
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New indication:
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Post-operative nausea and vomiting (PONV): U.S. NDA filed
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New formulation:
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Oral formulation: U.S. NDA submitted
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(2)
Dacogen
®
(injection)
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Generic name:
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decitabine
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MOA & characteristics:
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Anti-cancer activities through inhibition of DNA methylation
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Indication:
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Myelodysplastic syndrome (MDS)
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Features:
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Broad indication in patients with MDS: all subtypes, de novo and
secondary MDS, previously treated and untreated
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US Launch:
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2006
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Sales for 2006:
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US$36 million
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New indication:
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Acute myeloid leukemia (AML): Phase III
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1
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(3) Gliadel
®
Wafer
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Generic name:
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polifeprosan 20 with carmustine implant
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MOA & characteristics
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Localized delivery of carmustine, DNA/RNA alkylating agent
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Indication:
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Newly-diagnosed high-grade malignant glioma patients as an adjunct to
surgery and radiation
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Recurrent glioblastoma patients as an adjunct to surgery
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Features:
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Only FDA approved implant treatment for brain cancer
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US Launch:
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1996
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Sales for 2006:
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US$36 million
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3. MGI PHARMA’s Pipeline
(1) Submitted
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Aloxi®
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[Additional indication] Post-operative
nausea and vomiting (PONV)
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[New formulation] Oral
formulation (Chemotherapy-induced nausea and vomiting (CINV)
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Aquavan
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Minimal to moderate
sedation of patients undergoing brief diagnostic or surgical procedures
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Clinical Development
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Saforis
™
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Oral mucositis
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Phase III
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Dacogen
®
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[Additional indication] Acute
myeloid leukemia (AML)
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Phase III
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Amolimogene
(therapeutic
DNA vaccine)
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Cervical dysplasia
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Phase II / III
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AKR-501
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Idiopathic
thrombocytopenic purpura (ITP)
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Phase II
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Irofulven
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Hormone refractory
prostate cancer
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Phase II
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ZYC300
(therapeutic
DNA vaccine)
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Solid tumors
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Phase I / II
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2
4. Eisai’s Oncology Portfolio Overview
(1) Products
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ONTAK®
(denileukin diftitox)
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Treatment of patients with persistent or recurrent cutaneous T-cell
lymphoma, whose malignant cells express the CD25 component of the
Interleukin-2 receptor
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Targretin®
(bexarotene) capsules
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Treatment of cutaneous manifestations of cutaneous t-cell lymphoma in
patients who are refractory to at least one prior systemic therapy
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Targretin®
(bexarotene) gel 1%v
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Treatment of cutaneous manifestations of cutaneous t-cell lymphoma in
patients who are refractory to at least one prior systemic therapy
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Panretin®
(alitretinoin) gel 0.1%
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Treatment of cutaneous lesions in patients with AIDS-related Kaposi’s
sarcoma
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FRAGMIN ®
(dalteparin sodium injection)
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Extended treatment of symptomatic venous thromboembolism (VTE)
(proximal deep vein thrombosis (DVT) and/or pulmonary embolism (PE)) to
reduce the recurrence of VTE in patients with cancer
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(2) Pipeline
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Mode of
Action
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Target
Indication and Phase
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Status
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E7389
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Microtubule growth
suppressor
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Breast cancer (3
rd
line treatment)
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U
nder preparation for submission
under Subpart H
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Breast cancer (2
nd
&
3
rd
line treatment)
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Phase III
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Prostate cancer, Sarcoma
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Phase II
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NSCLC (combination
therapy)
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Phase I
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MORAb-003
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Monoclonal antibody
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Ovarian cancer
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Phase II
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3
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E7820
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Alpha 2 integrin expression inhibitor
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Cancer
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Phase I / II
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E7070
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Cell cycle GI phase
targeting agent
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Small
cell lung c
ancer
, pancreatic c
ancer (combination therapy)
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Phase I
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E7080
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VEGF receptor tyrosin kinase inhibitor
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Cancer
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Phase I
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E7974
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Hemiasterlin type tubuin
polymerization inhibitor
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Cancer
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Phase I
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MORAb-009
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Monoclonal antibody
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Pancreatic cancer
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Phase1
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E7107
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Splicing factor
modulator
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Cancer
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Phase1
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E6201
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Multi-kinase inhibitor
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Cancer
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Preparing
for Phase1
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4
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